Coach 2006 Annual Report Download - page 117

(a) Latham & Watkins, counsel to the Borrower and the Guarantors; and
(b) Venable LLP, Maryland counsel to the Borrower.
11.8 Payment of Fees. The Borrower shall have paid to the Lenders or the Administrative Agent, as appropriate, the Fees pursuant to
Sections 5.1 and 5.2, as well as the fees and expenses of the Administrative Agent, the Arranger and the Administrative Agent’s Special Counsel as
set forth in the Fee Letter.
11.9 Termination of Existing Credit Facility. The Administrative Agent shall have received evidence that the Prior Credit Agreement has
been terminated and all obligations thereunder have been discharged.
11.10 Closing Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, dated as of the Closing Date, stating
that, as of such date (a) the representations and warranties set forth herein or in any other Loan Document are true and correct, and (b) no Default or
Event of Default has occurred and is continuing.
11.11 Pro Forma Compliance Certificate. The Borrower shall have delivered to the Administrative Agent a statement certified by the
chief financial officer or treasurer of the Borrower in substantially the form of Exhibit C hereto (a “Compliance Certificate”) and setting forth in
reasonable detail computations evidencing pro forma compliance as of the fiscal quarter ending March 31, 2007 with the covenant contained in
Section 10.
Without limiting the generality of the provisions of the last paragraph of Section 14.3, for purposes of determining compliance with the conditions
specified in this Section 11, each Lender that has signed this Credit Agreement shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
12. CONDITIONS TO ALL BORROWINGS.
The obligations of the Lenders to make any Loan and of the Issuing Lender to issue, extend, amend or renew any Letter of Credit, in each case
whether on or after the Closing Date, shall also be subject to the satisfaction of the following conditions precedent:
12.1 Representations True; No Event of Default. Each of the representations and warranties of any of the Borrower and its
Subsidiaries contained in this Credit Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection
with this Credit Agreement shall be true as of the date as of which they were made and shall also be true at and as of the time of the making of such
Loan or the issuance, extension, amendment or renewal of such Letter of Credit, with the same effect as if made at and as of that time (except to the
extent of changes resulting from transactions contemplated or permitted by this Credit Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and to the extent that such representations and
warranties relate expressly to an earlier date) and no Default or Event of Default shall have occurred and be continuing.
12.2 No Legal Impediment. No change shall have occurred in any law or regulations thereunder or interpretations thereof that in the
reasonable opinion of any Lender would make it illegal for such Lender to make such Loan or to participate in the issuance, extension, amendment or
renewal of such Letter of Credit or in the reasonable opinion of the Administrative Agent would make it illegal for the Issuing Lender to issue, extend,
amend or renew such Letter of Credit.
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